Citigroup (C) S-3 Shelf registration

Exhibit 25(b)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

o STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

NEW YORK	13-4941247
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification Number)
60 WALL STREET
NEW YORK, NEW YORK	10005
(Address of principal executive offices)	(Zip Code)

Deutsche Bank Trust Company Americas
Attention: Lynne Malina
Legal Department
60 Wall Street, 37th Floor
New York, New York 10005
(212) 250 — 0677
(Name, address and telephone number of agent for service)

CITIGROUP FUNDING INC.

(Exact name of obligor as specified in its charter)

Delaware	42-1658283
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

CITIGROUP INC.

(Exact name of obligor as specified in its charter)

Delaware	52-1568099
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

399 Park Avenue
New York, NY 10043
(212) 559 — 1000

Julie Bell Lindsay, Esq.
General Counsel-Capital Markets and Corporate Reporting
Citigroup Inc.
New York, NY 10043
(212) 559 — 1000

Copies To:
Jeffrey D. Karpf, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2000
(Address of principal executive offices, including Zip Code)

Debt Securities
(Title of the indenture securities)

Item 1. General Information.

     Furnish the following information as to the trustee.

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Federal Reserve Bank (2nd District)	New York, NY
Federal Deposit Insurance Corporation	Washington, D.C.
New York State Banking Department	Albany, NY

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

     If the obligor is an affiliate of the Trustee, describe each such affiliation.

     None

Item 3. -15. Not Applicable

Item 16. List of Exhibits.

Exhibit 1 —	Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002 — Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 2 —	Certificate of Authority to commence business — Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 3 —	Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 4 —	Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 business — Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 5 —	Not applicable.
Exhibit 6 —	Consent of Bankers Trust Company required by Section 321(b) of the Act. — business — Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 7 —	The latest report of condition of Deutsche Bank Trust Company Americas dated as of December 31, 2010. Copy attached.
Exhibit 8 —	Not Applicable.
Exhibit 9 —	Not Applicable.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 1st day of March, 2011.

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/ Carol Ng
	Carol Ng
	Vice President

DEUTSCHE BANK TRUST COMPANY AMERICAS	FFIEC 031
Legal Title of Bank	Page RC-1
NEW YORK	14

City
NY	10005
State	Zip Code
FDIC Certificate Number: 00-623
Printed on 2/4/2011 at 4:16 PM

Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for December 31, 2010

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

	Dollar Amounts in Thousands			RCFD		(Illegible)
ASSETS
1. Cash and balances due from depository institutions (from Schedule (RC-A):
a. Noninterest-bearing balances and currency and coin (1)					0081		297,000	1.a
b. Interest-bearing balances (2)					0071		15,328,000	1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)					1754		0	2.a
b. Available-for-sale securities (from Schedule RC-B, column D)					1773		1,835,000	2.b
3. Federal funds sold and securities purchased under agreements to resell:				RCON
a. Federal funds sold in domestic offices					8987		142,000	3.a
				RCFD
b. Securities purchased under agreements to resell (3)					8989		3,0,21,000	3.b
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale					5369		0	4.a
b. Loans and leases, net of unearned income		B52B	13.457,000					4.b
c. LESS: Allowance for loan and lease losses		3123	137.000					4.C
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)					8529		13,320.000	4.d
5. Trading assets (from Schedule RC-D)					3545		6,107,000	5
6. Premises and fixed assets (including capitalized leases)					2145		41,000	6
7. Other real estate owned (from Schedule RC-M)					2150		26,000	7
8. Investments in unconsolidated subsidiaries and associated companies					2130		0	8
9. Direct and indirect investments in real estate ventures					3656		0	9
10. Intangible assets:
a. Goodwill					3163		0	10 .a
b. Other intangible assets (from Schedule RC-M)					0426		59,000	10.b
11. Other assets (from Schedule RC-F)					2160		5,328,000	11
12. Total assets (sum of items 1 through 11)					2170		45,504,000	12

(1)	Includes cash items in process of collection and unposted debits.
(2)	Includes time certificates of deposit not held for trading.
(3)	Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

DEUTSCHE BANK TRUST COMPANY AMERICAS	FFIEC 031
Legal Title of Bank	Page RC-2
FDIC Certificate Number: 00623	15
Printed on 2/4/2011 at 4:16 PM

Schedule RC—Continued

	Dollar Amounts in Thousands					(Illegible)
LIABILITIES
13. Deposits:				RCON
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)					2200		17,745,000		13.a
(1) Noninterest-bearing (1)		6631	9,165,000						13.a.1
(2) Interest-bearing		6636	8,580,000						13.a.2
				RCFN
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)					2200		7,769,000		13.b
(1) Noninterest-bearing		6631	2,566,000						13.b.1
(2) Interest-bearing		6636	5,203,000						13.b.2
				RCON
14. Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased in domestic offices (2)					B993		7,656,000		14.a
				RCFD
b. Securities sold under agreements to repurchase (3)					B995		0		14.b
15. Trading liabilities (from Schedule RC-D)					3548		256,000		15
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)					3190		270,000	��	16
17. and 18. Not applicable
19. Subordinated notes and debentures (4)					3200		0		19
20. Other liabilities (from Schedule RC-G)					2930		2,191,000		20
21. Total liabilities (sum of items 13 through 20)					2948		35,887,000		21
22. Not applicable
EQUITY CAPITAL
Bank Equity Capital
23. Perpetual preferred stock and related surplus					3838		1.500,000		23
24. Common stock					3230		2,127,000		24
25. Surplus (excludes all surplus related to preferred stock)					3839		592,000		25
26. a. Retained earnings					3632		4,989,000		26.a
b. Accumulated other comprehensive income (5)					B530		23,000		26.b
c. other equity capital components (6)					A130		0		26.c
27.a. Total bank equity capital (sum of items 23 through 26.c)					3210		9,231,000		27.a
b. Noncontrolling (minority) interests in consolidated subsidiaries					3000		386,000		27.b
28. Total equity capital (sum of items 27. a and 27.b)					G105		9,617,000		28
29. Total liabilities and equity capital (sum of items 21 and 28)					3300		45,504.000		29

Memoranda

To be reported with the March Report of Condition.

	RCFD		Number
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2009		6724		N/A	M.1
1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank
2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)
3 = Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm.
4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
5 - Directors’ examination of the bank performed by other external auditor (may be required by state chartering authority)
6 = Review of the bank’s financial statements by external auditors
7 = Compilation of the bank’s financial statements by external auditors
8 = Other audit procedures (excluding tax preparation work)
9=No external audit work

To be reported with the March Report of Condition.

	RCON		MM / DD
2.Bank’s fiscal year-end date		8678		N/A	M.2

(1)	Includes total demand deposits and noninterest-bearing time and savings deposits.
(2)	Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”
(3)	Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.
(4)	Includes limited-life preferred stock and related surplus.
(5)	Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.
(6)	Includes treasury stock and unearned Employee Stock Ownership Plan shares.